Closing Adjustments to Purchase Price Clause Samples

The "Closing; Adjustments to Purchase Price" clause defines the procedures and terms for finalizing a transaction and modifying the agreed purchase price based on certain factors. Typically, this clause outlines how the closing date is determined, what documents and payments must be exchanged, and specifies adjustments to the purchase price for items such as inventory levels, outstanding liabilities, or prorated expenses as of the closing date. Its core practical function is to ensure that both parties receive a fair and accurate settlement by accounting for changes in the business or assets between the agreement signing and the closing, thereby preventing disputes over the final amount paid.
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Closing Adjustments to Purchase Price. ASSIGNOR has delivered to ASSIGNEE the Preliminary Settlement Statement in accordance with Section 2.2.1 of the Purchase and Sale Agreement containing a detailed breakdown of Upward Adjustments and Downward Adjustments.
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Closing Adjustments to Purchase Price. 3.1 Time and Place of Closing . . . . . . . . . . . . . . . . . . . . . . 3.2 Deliveries by Sellers at Closing . . . . . . . . . . . . . . . . . . . 3.3 Deliveries by Buyer at Closing . . . . . . . . . . . . . . . . . . . . ARTICLE 4
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Closing Adjustments to Purchase Price. In addition to, but without duplication of, any adjustments to the Aggregate Purchase Price made pursuant to any of the Hotel Purchase and Sale Agreements, the Aggregate Purchase Price payable hereunder shall be increased by an amount, if any, equal to eighty percent (80%) of the Excess Equity Raise (the “Excess Payment”); provided, however, that the Purchaser may elect, in its sole discretion, to pay up to 50% of any such increase through the issuance of shares of common stock, par value $0.01 per share (“REIT Common Stock”), of Clearview Hotel Trust, Inc., a Maryland corporation and the sole general partner of the Purchaser (the “REIT”). The Excess Payment shall be allocated among the Hotels on a pro rata basis in accordance with the relative allocations of value to such Hotels on Schedule 4 attached hereto. If Purchaser elects to issue REIT Common Stock pursuant to this clause (b), then the actual number of shares issued to the Sellers in the aggregate pursuant to this clause (b) shall equal the quotient resulting from (x) the dollar value of the portion of the Excess Payment which Purchaser has elected to satisfy through the issuance of shares (not to exceed 50% of the total Excess Payment) divided by (y) the price per share at which shares of REIT Common Stock are actually sold in the IPO (the “IPO Share Price”). With respect to any shares issued pursuant to this clause (b), CSC agrees to execute, prior to the issuance of any such shares, a lock-up agreement restricting the transfer of any such shares in a form substantially similar to the lock-up agreement executed by members of senior management of the REIT in connection with the IPO prior to issuance of such shares; provided, that such agreement shall not restrict the Sellers’ transfer of the REIT Common Stock for more than one hundred and eighty (180) days following the transfer of such shares to the Sellers.
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Closing Adjustments to Purchase Price. The cash portion of the Purchase Price due at Closing shall be adjusted as follows:
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Closing Adjustments to Purchase Price. The Purchase Price shall be adjusted (either upward or downward) based upon the Net Proceeds of Production received by Seller from or attributable to the Properties after the Effective Date. The following provisions shall apply to such adjustment: a. Buyer shall prepare, in accordance with this Agreement, a proposed statement (the “Purchase Price Adjustment Statement”) setting forth the amount by which the Purchase Price shall be adjusted (either upward or downward) based upon the following: (i) an amount equal to the estimated Net Proceeds of Production from the Properties to Seller’s interest after the Effective Date and prior to Closing; (ii) the value of any variance in the gas imbalances as of the Effective Date from the quantities reflected on Exhibit G hereto; (iii) an amount equal to the sum of all adjustments to the Purchase Price due to Title Defects asserted under Article X in an aggregate amount in excess of $25,000 and/or the exercise of purchase rights or failure to obtain consents under Section 10.03; and (iv) an amount equal to the sum of all adjustments to the Purchase Price due to Environmental Liabilities in an aggregate amount in excess of $50,000 for Environmental Conditions. (v) an amount equivalent to all funds or accounts that relate to the Properties that Seller is holding in suspense as of the Closing Date for suspended third party owners of royalty, overriding royalty, working or other interests for production of oil or gas or other substances attributable to the Properties for periods prior to the Effective Date (the “Royalty Suspense Accounts”), together with a list of all such Royalty Suspense Accounts setting out the name, address, amount, accrual period, and identity of each of the Properties to which the Royalty Suspense Accounts relate. After closing, Buyer shall assume and be liable for the payment or escheat, as appropriate, of all Royalty Suspense Accounts in accordance with all applicable laws, and will instruct the Escrow Agent to make the appropriate disbursements in accordance therewith. b. Buyer shall submit the Purchase Price Adjustment Statement to Seller not less than seven (7) Business Days prior to Closing, and shall afford Seller access to Buyer’s calculation in order to compute the Purchase Price Adjustment Statement. At least three (3) Business Days prior to Closing, Seller shall deliver to Buyer a written report containing such changes, if any, which Seller proposes to be made to the Purchase Price Adjustm...
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Closing Adjustments to Purchase Price. As an inducement to Sellers to enter into the Stock Purchase Agreement and to sell the Shares to Buyer, the Buyer and Sellers have agreed that the Share Purchase Price (as the same may have been theretofore adjusted pursuant to the provisions of Section 2.3 of the Stock Purchase Agreement or Section B of this SCHEDULE 2.3), shall be subject to the following possible additional adjustment (the "Post Closing Adjustment"):
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Closing Adjustments to Purchase Price 
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Related to Closing Adjustments to Purchase Price

  • Adjustments to Purchase Price (a) For purposes of determining the amounts of the adjustments to the Purchase Price provided for in this Section 2.4, the principles set forth in this Section 2.4(a) shall apply. Buyer shall be entitled to all production of Hydrocarbons from or attributable to the Units, Leases, and ▇▇▇▇▇ at and after the Effective Time (and all products and proceeds attributable thereto), and to all other income, proceeds, receipts and credits earned with respect to the Assets at or after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Operating Expenses incurred at and after the Effective Time. SM Energy shall be entitled to all Hydrocarbon production from or attributable to Units, Leases and ▇▇▇▇▇ prior to the Effective Time (and all products and proceeds attributable thereto), and to all other income, proceeds, receipts and credits earned with respect to the Assets prior to the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Operating Expenses incurred prior to the Effective Time. “Earned” and “incurred”, as used in the Agreement shall be interpreted in accordance with GAAP and Council of Petroleum Accountants Society standards, except as otherwise specified herein. For purposes of allocating production (and proceeds and accounts receivable with respect thereto), under this Section 2.4, (i) liquid Hydrocarbons shall be deemed to be “from or attributable to” the Units, Leases and ▇▇▇▇▇ when they pass through the pipeline connecting into the storage facilities into which they are run and (ii) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Units, Leases and ▇▇▇▇▇ when they pass through the royalty measurement meters, delivery point sales meters or custody transfer meters on the gathering lines or pipelines through which they are transported (whichever meter is closest to the well). SM Energy shall utilize reasonable interpolative procedures, consistent with industry practice, to arrive at an allocation of production when exact meter readings or gauging and strapping data are not available. As part of the Preliminary Settlement Statement, Buyer shall provide to SM Energy such data as is reasonably necessary to support any estimated allocation, for purposes of establishing the Closing Amount.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

  • Closing Adjustments Adjustments to the Purchase Price shall be made between Seller and Purchaser and shall be prorated on a per diem basis as of the Closing Date. The Closing Date shall be a day of income and expense for Purchaser. The following items shall be prorated and adjusted between Seller and Purchaser as of the Closing Date, except as otherwise specified: 9.1 Prepaid rents and other prepaid charges collected by Seller from Tenant for the month of Closing shall be prorated by credit to Purchaser. Rents and other charges which relate to periods prior to Closing which have not been collected as of Closing (collectively "Delinquent Rents") shall not be prorated. Seller shall have the right to collect Delinquent Rents from Tenant, which may include legal proceedings against Tenant as Seller deems appropriate, provided no such action shall demand possession or termination of the Lease. Any rents collected after closing shall be applied against the receivable as indicated by Tenant, provided if not specifically identifiable, rents collected after Closing from Tenant shall be applied: (i) first, rents due for the month in which such payment is received, (iii) second, to rents attributable to any period after Closing which are past due on the date of receipt, and (iv) third, to Delinquent Rents. After Closing, Seller shall promptly remit to Purchaser any rents received relating to periods after Closing and Purchaser shall promptly remit to Seller any Delinquent Rents received. The provision of this Section 9.1 shall survive Closing. 9.2 Real estate taxes, water, electricity, sewer, gas, telephone and other utilities and charges which are paid directly by Tenant under the Lease shall not be prorated. 9.3 To the extent that errors are discovered in, or additional information becomes available with respect to, the prorations and allocations made at Closing, Seller and Purchaser agree to make such post-Closing adjustments as may be necessary to correct any inaccuracy; however, all prorations (except for prorations and allocations of (i) ad valorem taxes, (ii) tenant reimbursables of taxes and operating expenses, as applicable and (iii) prorations or allocations that are then currently in dispute) shall be final no later than six (6) months after Closing.

  • Post-Closing Adjustment (a) Not more than twenty (20) days after the Closing Date, Purchasers shall deliver to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36.

  • Closing Adjustment (A) with the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustment, if any, to be made to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the Closing, the Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost of the Inventory as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on the Closing Date. The Buyer shall notify the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereof, then the amount of the disputed items shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final Statement.